Coastal Ventures v. Alsham Plaza, LLC, 2010 ME 63

Summary

The Supreme Judicial Court of Maine affirmed a judgment concerning the sale of a supermarket and clothing store, a clothing-store inventory agreement, a utility easement supplying water to a gas station, and the scope of a noncompetition agreement. The court held that the appeal was timely, upheld enforcement of the inventory agreement and restoration of the water supply, and concluded that the noncompetition agreement did not restrict sales of similar products or the sale of Coastal's remaining businesses to potentially competing purchasers. The court also affirmed the denial of attorney fees because the indemnification clause did not cover fees incurred in litigating the agreement's meaning and scope.

Holdings

1. An appeal is timely when taken from the order that fully decides and disposes of the entire matter, leaving no unresolved issue for the trial court. Because the February 3 and March 17 orders left the inventory and water-easement issues unresolved, Alsham properly appealed from the June 11 order.
2. The parties remained bound by their agreement to transfer the clothing-store inventory, with a value capped at $50,000, even though the agreed inventory had not been completed and neither party was found to have breached.
3. The trial court did not clearly err in finding that the water easement was not overburdened and in ordering Alsham to restore the water supply.
4. The noncompetition agreement was ambiguous and, based on the parties' intent, imposed a personal obligation on the Bushes; it did not prevent Coastal from selling its remaining businesses to a third party that might compete with Alsham.
5. The noncompetition agreement was ambiguous as to whether it prohibited Coastal from operating a competing business or merely from selling products that competed with Alsham's products. Extrinsic evidence supported the trial court's conclusion that the agreement did not prohibit Coastal from selling similar products in its hardware store.
6. Coastal was not entitled to attorney fees incurred litigating the meaning and scope of the noncompetition agreement because the indemnification clause covered expenses arising from operation of the transferred businesses, not expenses incurred prosecuting Coastal's own claim.

Questions Presented

1. Whether Alsham's appeal was timely when the trial court issued multiple orders and the final unresolved issue was decided in the June 11, 2009 order.
2. Whether the parties remained bound by an agreement to transfer clothing-store inventory capped at $50,000 despite the failure to conduct the agreed inventory and the absence of a finding that either party breached.
3. Whether the utility easement was overburdened by the costs of complying with state drinking-water regulations, justifying Alsham's termination of the water supply.
4. Whether the noncompetition agreement prohibited Coastal from selling its remaining businesses to a subsequent purchaser that might compete with Alsham.
5. Whether the noncompetition agreement prohibited Coastal from selling products in its hardware store that were similar to products sold by Alsham.
6. Whether Coastal was entitled to attorney fees under the indemnification provision of the noncompetition agreement.

Disposition

affirmed